Can-Fite BioPharma 6K Out on Securities Purchase Agreement

On October 13, 2015, Can-Fite BioPharma Ltd. CANF entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors providing for the issuance of an aggregate of 1,109,196 American Depositary Shares (the "ADSs") in a registered direct offering at $4.35 per ADS for aggregate gross proceeds of approximately $4,825,000. The offering is expected to close on or about October 15, 2015, subject to the satisfaction of customary closing conditions. In addition, under the Purchase Agreement, the investors will receive unregistered warrants to purchase 443,678 ADSs. The warrants may be exercised after six months from issuance for a period of five and a half years from issuance and have an exercise price of $5.25 per ADS, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if six months after issuance there is no effective registration statement registering the ADSs underlying the warrants. The Company also entered into a letter agreement (the "Placement Agent Agreement") with H.C. Wainwright & Co., LLC (the "Placement Agent"), dated October 13, 2015, pursuant to which the Placement Agent agreed to serve as the placement agent for the Company in connection with the offering. The Company agreed to pay the Placement Agent a cash placement fee equal to 6% of the aggregate purchase price for the ADSs sold in the offering, plus a non-accountable expense allowance of $50,000. The Placement Agent will also receive compensation warrants on substantially the same terms as the investors in the offering in an amount equal to 5% of the aggregate number of ADSs sold in the offering.